Common use of Committee Certification Clause in Contracts

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 2014), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 201414, 2012), the Management Development and Compensation Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to include the satisfaction of the performance goals set forth in this Exhibit and as to of the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 2014January, 2011), the Management Development and Compensation Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to include the satisfaction of the performance goals set forth in this Exhibit and as to of the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142013), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to include the satisfaction of the performance goals set forth in this Exhibit and as to of the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142015), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”). [**Confidential Treatment Requested] indicates that portions of this document have been omitted and have been separately filed with the Securities and Exchange Commission.

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS Adjusted Operating Income data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142019), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of the applicable Treasury Regulations Section 1.162-27(e)(5)Regulations) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142016), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142017), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”). [**Confidential Treatment Requested] indicates that portions of this document have been omitted and have been separately filed with the Securities and Exchange Commission.

Committee Certification. At its first regularly scheduled meeting (or, if later, at the first meeting held once the necessary EPS data has become available) following the Performance Award Vesting Date (which meeting is anticipated to occur during the last 14 days of January 20142015), the Committee (or any successor thereto) shall determine the extent to which the conditions for the vesting of the Performance Award described in this Appendix (the “Performance Goals”) have been met and shall certify the portion of the Target Performance Award, if any, that has vested and is payable (“Committee Certification”). Such Performance Goals will be considered to have been met only to the extent that the Committee certifies in writing (within the meaning of Treasury Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification shall certify as to the satisfaction of the performance goals set forth in this Exhibit and as to the satisfaction of all other material terms of the Performance Award (including, without limitation, the requirements of (a) remaining continuously employed and/or a member of the Board and/or (b) attaining Rule of 65). The date the Committee makes such a written certification shall be deemed the “Committee Certification Date”).